ViralSO Terms and Conditions

The following are terms of a legal agreement between you and ViralSO. By accessing, browsing and/or using this site (“Site”), you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations. If you do not agree to these terms, do not use this Site. The material provided on this Site is protected by law, including, but not limited to, United States Copyright Law. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

This statement covers all of the ViralSO websites and any associated content. Please read this statement carefully before accessing any of the ViralSO websites. Your use of the ViralSO websites indicates your agreement to abide by the Terms in effect.

1. INTRODUCTION: ViralSO, Inc. (“ViralSO”) a Texas limited liability company, agrees to provide you (the “Client”) with Services (defined below), subject to your compliance with the terms and conditions hereafter outlined (the “Terms and Conditions”). Please read these Terms and Conditions carefully. As an Client, you agree to be bound by these Terms and Conditions, both for current and for any additional services for which you may contract with ViralSO, including all payment terms (collectively, the “Agreement”). In this Agreement, “you” and “your” refers to the Client.

Upon engaging ViralSO for Services you should have verbally accepted a summary of key provisions of these Terms and Conditions. IF, SUBSEQUENT TO YOUR VERBAL ACCEPTANCE OF THE SUMMARY TERMS AND CONDITIONS, YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY VIRALSO WITHIN FIVE (5) DAYS OF YOUR ORDER AND THE SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY. PROVIDED, HOWEVER, THAT YOU SHALL BE RESPONSIBLE FOR COSTS OF ALL SERVICES PROVIDED UNTIL SUCH CANCELLATION PROCEDURE IS FOLLOWED. FAILURE TO NOTIFY VIRALSO OF CANCELLATION ACCORDING TO THE PROCESS DEFINED ABOVE SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Services, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party, including another Client.
2. TERM, PAYMENT, & MODIFICATION: The term of this Agreement shall begin and become effective as of the sign-up date, which coincides with initial payment. The term shall continue as specified in the Client contract. Following the initial contract term, this Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides written 30-day notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.

Client agrees to pay to ViralSO all applicable charges to its account in United States dollars, in accordance with the payment terms and conditions and/or payment plan mutually agreed upon, including, if any, all applicable taxes, on the sign-up date and monthly on the sign-up date anniversary thereafter, in accordance with the billing terms in effect at the time the fee becomes payable. If any mutually agreed upon payment terms of additional services requested by you are different than the terms set forth in these Terms and Conditions, the payment terms for the additional services shall apply to those services. Client agrees that any setup fee (or similar one-time payment depending on the Service selected by Client, whether or not the one-time payment is paid in a lump-sum or in installments) is nonrefundable as it is applied to costs immediately incurred by ViralSO in initiating services.

Client understands and agrees that the Services are billed one month in advance. In addition, if Client has elected to pay ViralSO by credit card, Client agrees to authorize ViralSO to charge its credit card in advance for such payments and for any amounts owed under this Agreement.

In the event you choose to terminate services prior to completion of the contract term, Client agrees to pay an early termination fee equal to the greater of 100% of any remaining amount to be paid or one (1) full month’s fee. If ViralSO is unable to collect owed amounts from Client, Client shall pay to ViralSO an insufficient funds fee equal to the greater of $100 or 20% of the total amount due, and Client will be subject to a late payment charge equal to the lower of 1.5% per month accruing from the invoice date or the maximum amount allowed by applicable law. In the event collection proves necessary, the Client agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process.

You understand that ViralSO may modify its standard terms and conditions and service offerings from time to time and that ViralSO reserves the right to adjust the pricing of such services. Following the fulfillment of initial contract terms, Clients in month-to-month contracts may be subject to revised terms and conditions and/or pricing. Clients are encouraged to enter long-term contracts to fix pricing, terms and conditions. If you are in a month-to-month contract, you agree to be bound by any changes ViralSO may reasonably make to its pricing, terms and conditions when such changes are made.

3. FEES FOR VIRALSO SERVICES: Fees shall be as set forth in the Client’s contract.

4. METHOD OF PAYMENT: Client must set up direct withdrawal from a valid, sufficiently funded bank account, provide a valid credit card with sufficient credit,  maintain a deposit with ViralSO that ViralSO can bill for all contracted Services, or send a check that is received by the due date each month.

5. SERVICES PROVIDED: Services are the process by which ViralSO will market your site through various online methods, websites, etc. (the “Services”) Though ViralSO cannot guarantee specific results, we proactively seek to provide high quality online marketing services that maximize our clients’ visibility, branding, and/or return on advertising spending. ViralSO does not employ tactics deemed to be unacceptable by major search engines. Clients should understand that clicks to your site, including clicks on the search engines, shopping engines, content sites, etc. may include certain misspellings, singular/plural combinations, and other related search terms that ViralSO maps to your advertising campaigns. All keyword campaigns will include key terms, titles, descriptions selected specifically with the intent to optimize return on advertising spend.  You are responsible for the quality and accuracy of your website and its landing page(s), or redirect websites that link to your advertisements.

6. LATENCY: Client understands that, any information or data provided by Client to ViralSO may not be processed on a real-time basis and may be subject to the lastency of the Internet, the ViralSO systems and network of third-party partners and search engines.

7. OWNERSHIP OF NON-CLIENT PROPERTY. Title and full ownership rights in and to the Services, together with any and all ideas, concepts, computer programs, and other technology supporting or otherwise relating to ViralSO’s operation of the ViralSO network and website(s) (collectively, the “ViralSO Materials”), shall remain at all times solely with ViralSO and/or with the respective outsourced service provider or author. Client acknowledges that it has not acquired any ownership interest in the ViralSO Materials and will not acquire any ownership interest in the ViralSO Materials by reason of this Agreement.

8. YOUR SITE: You hereby acknowledge that ViralSO is not responsible for the maintenance of your website(s) nor is ViralSO responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your website(s). You further acknowledge that your site does not contain any ViralSO owned or licensed content, including but not limited to, any ViralSO search listings, except pursuant to a separate signed affiliate agreement with ViralSO.

9. CLIENT COVENANTS: Client agrees to perform as follows:
Client will not hold ViralSO or its affiliates liable or responsible for the activities of visitors who come to Client’s website(s) through Services.  Client agrees that it is solely responsible for the development, maintenance, and operation of the Client website(s) and for all content and other materials that appear on, and all visitors to, the Client website(s) from time to time.  If Client sells or promotes adult materials, alcohol or tobacco products, or other age restricted products and/or services, Client will: (i) have age verification on its sites’ home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted.

10. CLIENT INDEMNIFICATION OBLIGATIONS: Client agrees to indemnify, defend, and hold harmless ViralSO, its distribution partners, its licensors and licensees, and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Services performed on behalf of Client, Client’s website(s) or contents therein, Client’s conduct, acts or omissions, or any alleged or proven breach by Client of any term, condition, agreement, representation, or warranty herein, excluding any claim that arises solely from the acts or omissions of ViralSO or its agents or employees. ViralSO will notify Client of any claim, action, or demand for which indemnity is required in the reasonable opinion of ViralSO and will cooperate reasonably with Client at Client’s expense. At the election of ViralSO, Client shall advance to ViralSO amounts in satisfaction of such claim, which ViralSO may hold in escrow pending resolution of such claim. The law firm Client chooses to defend ViralSO must be experienced in defending similar claims and will be subject to ViralSO’s approval, which will not be unreasonably withheld. Client may not settle any lawsuit or matter relating to the culpability or liability of ViralSO without the prior written consent of ViralSO. ViralSO will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, ViralSO shall have the right to set off any liability of Client to ViralSO with respect to a claim against any amounts held on deposit with ViralSO by Client.

11. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Client acknowledges and agrees that it will not hold ViralSO liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which the advertisements are published for whatever reason. ViralSO makes no representations or warranties relating to the results of Services, including without limitation, the number of impressions or click throughs and any promotional effect or return on investment thereof. As ViralSO relies on third parties for certain data, ViralSO makes no guarantees regarding the accuracy, reliability, or completeness of any usage statistics.

In no event shall ViralSO be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.

12. SUCCESSORS AND ASSIGNS: Subject to the limitations set forth herein on assignment of this Agreement or the rights hereunder by Client, all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

13. CHOICE OF LAW; EXCLUSIVE VENUE: This Agreement shall be construed in accordance with the laws of the State of Texas, and the parties agree that should any dispute arise concerning this Agreement, venue shall be laid exclusively in a court of competent jurisdiction in Harris County, State of Texas.

14. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

15. WAIVER: Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. No waiver of any breach or default of this Agreement by either party hereto shall be considered to be a waiver of any other breach of default of this Agreement.

16. ENTIRE UNDERSTANDING: This document and Client contract constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

17. ATTORNEYS’ FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its attorneys’ fees reimbursed from the non-prevailing party.

18. NO THIRD PARTY BENEFICIARIES: The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the parties or their respective successors or permitted assigns.

19. SURVIVAL: The sections of this Agreement that address or govern matters or circumstances that could occur after termination of this Agreement shall be interpreted to survive any such termination.


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